MOBILEPRO CORP.
PROMISSORY NOTE
Made as of September 1, 2005
$150,000 Maturity Date December 15, 2005
In connection with, and as a condition to the execution of that certain
Asset Purchase Agreement (the "PURCHASE AGREEMENT") dated of even date herewith,
by and among All Com USA, Inc., a ______ corporation, directly wholly-owned
subsidiary of UC Hub Group, Inc., a ______ corporation (collectively, the
"COMPANY" and Mobilepro Corp. (the "HOLDER"), the Company and Holder hereby
agree as follows:
1. OBLIGATION. The Company hereby promises to pay to the order of
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Holder on or before December 15, 2005 (the "MATURITY DATE"), at Holder's
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, or at such other place as Holder may direct, the principal sum of One
Hundred Fifty Thousand Dollars ($150,000) plus any accrued but unpaid interest
to the Maturity Date. Interest on the principal amount shall accrue at the rate
of one percent (1%) per month and shall be payable on the Maturity Date. On the
Maturity Date, the entire unpaid principal balance of the Note, together with
all interest accrued on unpaid principal shall be due and payable in full. As
used herein, the term "HOLDER" shall initially mean Holder, and shall
subsequently mean each person or entity to whom this Note is duly assigned.
If any payment of principal or interest under this Note becomes due and
payable on a day other than a Business Day then the maturity of such payment
will be extended to the next succeeding Business Day, and with respect to the
payment of principal, interest thereon will be payable at me rate set forth
herein during the period of such extension. For purposes of this Note, a
"Business Day" shall mean any day that is not a Saturday, a Sunday or other day
on which banking organizations in Washington, D.C. are authorized or required by
law to close.
2. PREPAYMENT. Prepayment of unpaid principal and/or interest due under
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this Note may be made at any time without penalty. Unless otherwise agreed in
writing by ▇▇▇▇▇▇, all payments will be made in lawful tender of the United
States and will be applied: (a) first, to the payment of accrued interest and
(b) second, (to the extent that the amount of such prepayment exceeds the amount
of all such accrued interest), to the payment of principal. It is understood and
agreed by the parties hereto that in the event Company completes an equity raise
in excess of $1,000,000, then the total amount of principal and interest
hereunder shall be paid to Holder within five (5) days,
3. SECURED NOTE. Payment of this Note is secured by a security interest
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in the assets and properties of the Company and Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ granted
pursuant to the terms and conditions of a Security Agreement dated as of even
date herewith between the Company and the Holder, as such may be amended from
time TO time (the "SECURITY AGREEMENT") (attached hereto as Exhibit A).
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4. DEFAULT; ACCELERATION OF OBLIGATION. The Company will be deemed to
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be in default under this Note and the outstanding unpaid principal balance of
this Note, together with all interest accrued thereon, will immediately become
due and payable in full, without the need for any further action on the part of
Holder, upon the occurrence of any of the following events (each an "EVENT OF
DEFAULT"): (a) upon the Company's failure to make any payment when due
under this Note within two (2) days after written notice of such default, but in
no event, later than five (5) days after such payment is due; (b) upon the
filing by or against the Company of any voluntary or involuntary petition in
bankruptcy or any petition for relief under the federal bankruptcy code or any
other state or federal law for the relief of debtors; provided, however, with
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respect to an involuntary petition in bankruptcy, such petition has not been
dismissed within ninety (90) days after the filing of such petition; (c) upon
the execution by the Company of an assignment for the benefit of creditors or
the appointment of a receiver, custodian, trustee or similar party to take
possession of the Company's assets or property or (d) upon Company's default
under the Security Agreement or any other agreement between Holder and Company
or any other obligation of Company to Holder.
5. REMEDIES ON DEFAULT; ACCELERATION. Upon any Event of Default, Holder
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will have, in addition to its rights and remedies under this Note and the
Security Agreement, full recourse against any real, personal, tangible or
intangible assets of the Company, and may pursue any legal or equitable remedies
that are available to Holder, and may declare the entire unpaid principal amount
of this Note and all unpaid accrued interest under this Note to be immediately
due and payable in full.
6. WAIVER AND AMENDMENT. Any provision of this Note may be amended or
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modified only by a writing signed by both the Company and Holder. Except as
provided below with respect to waivers by the Company, no waiver or consent with
respect to this Note will be binding or effective unless it is set forth in
writing and signed by the party against whom such waiver is asserted. No course
of dealing between the Company and Holder will operate as a waiver or
modification of any party's rights or obligations under this Note. No delay or
failure on the part of either party in exercising any right or remedy under this
Note will operate as a waiver of such, right or any other right. A waiver given
on one occasion will not be construed as a bar to, or as a waiver of, any right
or remedy on any future occasion.
7. WAIVERS OF COMPANY. The Company hereby waives presentment, notice of
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non-payment, notice of dishonor, protest, demand and diligence. This Note may be
amended only by a writing executed by the Company and Holder.
8. GOVERNING LAW. This Note shall be governed by and construed under
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the internal laws of the State of Maryland as applied to agreements among
Maryland residents entered into and to be performed entirely within Maryland,
without reference to principles of conflict of laws or choice of laws,
9. JURISDICTION; VENUE. With respect to any disputes arising out of or
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related to this Note, the undersigned consents to the exclusive jurisdiction of,
and venue in, the state courts in ▇▇▇▇▇▇ County in the State of Maryland (or in
the event of exclusive federal jurisdiction, the courts of the Southern District
of Maryland).
10. HEADINGS. The headings and captions used in this Note are used only
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for convenience and are not to be considered in construing or interpreting this
Note. All references in this Note to sections and exhibits shall, unless
otherwise provided, refer to sections hereof and exhibits attached hereto, all
of which exhibits are incorporated herein by this reference.
11. SEVERABILITY. If one or more provisions of this Note are held to be
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unenforceable under applicable law, such provision(s) shall be excluded from
this Note and the balance of the Note shall be interpreted as if such
provision(s) were so excluded and shall be enforceable in accordance with its
terms.
12. ATTORNEYS' FEES. In the event any party is required to engage the
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services of any attorneys for the purpose of enforcing this Note, or any
provision thereof, the prevailing party shall be entitled to recover its
reasonable expenses and costs in enforcing this Note, including attorneys' fees.
13. ASSIGNMENT. This Note is freely assignable by ▇▇▇▇▇▇. The rights
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and obligations of the Company and the Holder under this Note shall be binding
upon and benefit their respective permitted successors, assigns, heirs,
administrators and transferees.
14. CONTINGENCIES. The funding of this note is expressly contingent
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upon receipt by Holder of; (i) all current bills for all telecommunications
services providers that provide services to All Com USA, Inc., (ii) an
affirmative written statement from Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ that there are no disputes
with these telecommunication services providers relative to the bills identified
in Section 14(i) not are not reflected on the bills provided and (iii) of the
"tapes" from all telecommunications services providers that provide services to
All Com USA, Inc. for the most recently billed period.
15. USE OF PROCEEDS. The funds distributed under this Note shall be
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delivered in the amounts and to the parties identified on Exhibit "B" attached
hereto.
IN WITNESS WHEREOF, the Company has executed this Note as of the date and
year first above written.
UC HUB GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, CEO
AGREED AND ACKNOWLEDGED:
THE HOLDER
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MOBILEPRO CORP.
By:
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel and Secretary
EXHIBIT B
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USE OF PROCEEDS
EXHIBIT A
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SECURITY AGREEMENT
